Silo Pharma, Inc. 8-K

What Happened

• Silo Pharma, Inc. filed an 8-K on February 23, 2026 announcing two items: (1) the Board approved a stock repurchase program authorizing purchases of up to $1.0 million of the company’s common stock; and (2) on February 20, 2026 the company entered an addendum with an investor relations consultant to pay a $250,000 commitment fee, which the consultant elected to receive in shares.
• The commitment fee was settled by issuance of 848,320 shares of common stock based on a $0.2947 per-share Nasdaq Minimum Price on the addendum date. No cash proceeds were received by the company. The Commitment Fee Shares were issued pursuant to Section 4(a)(2) of the Securities Act.

Key Details

• Board-approved buyback: up to $1,000,000 of common stock authorized (announced Feb 23, 2026).
• Consultant commitment fee: $250,000 paid in stock; 848,320 shares issued at $0.2947 per share (addendum date Feb 20, 2026).
• Issuance was unregistered under Section 4(a)(2) of the Securities Act; no proceeds to the company.
• Press release announcing the buyback was attached to the 8-K as Exhibit 99.1.

Why It Matters

• The buyback program gives the company authority to repurchase shares, which can reduce share count and potentially support the market price if executed; investors should watch future filings for the timing and amount of actual repurchases.
• The stock issuance to the consultant is a non-cash expense that increases outstanding shares and can dilute existing holders; because the company received no cash, this transaction does not improve liquidity.
• Together, these actions affect share supply dynamics—monitor subsequent disclosures for actual repurchase activity, additional issuances, and any impact on the company’s capital structure.